Note 12—Loan Sales and Securitizations

Prior to 2009, FHN utilized loan sales and securitizations as a significant source of liquidity for its mortgage banking operations. Since that time FHN has focused the originations of mortgages within its regional banking footprint. FHN no longer retains financial interests in loans it transfers to third parties. During first quarter 2012, FHN transferred $53.4 million of single-family residential mortgage loans in whole loan sales resulting in $.9 million of net pre-tax gains. During first quarter 2011, FHN transferred $138.2 million of single-family residential mortgage loans in whole loan sales resulting in $2.6 million of net pre-tax gains.

Retained Interests

Interests retained from prior loan sales, including GSE securitizations, typically included MSR, excess interest, and principal-only strips. Excess interest represents rights to receive interest from serviced assets that exceed contractually specified rates. Principal-only strips are principal cash flow tranches. MSR were initially valued at fair value and the remaining retained interests were initially valued by allocating the remaining cost basis of the loan between the security or loan sold and the remaining retained interests based on their relative fair values at the time of sale or securitization.

In certain cases, FHN continues to service and receive servicing fees related to the transferred loans. During first quarter 2012 and 2011, FHN received annual servicing fees approximating .29 percent of the outstanding balance of underlying single-family residential mortgage loans and .34 percent inclusive of income related to excess interest. In first quarter 2012 and 2011, FHN received annual servicing fees approximating .50 percent of the outstanding balance of underlying loans for HELOC and home equity loans transferred. MSR related to loans transferred and serviced by FHN, as well as MSR related to loans serviced by FHN and transferred by others, are discussed further in Note 5 – Mortgage Servicing Rights. There were no additions to MSR in 2012 or 2011.

The sensitivity of the fair value of all retained or purchased MSR to immediate 10 percent and 20 percent adverse changes in assumptions on March 31, 2012 and 2011 are as follows:


	March 31, 2012									March 31, 2011
(Dollars in thousands	First			Second						First			Second
except for annual cost to service)	Liens			Liens			HELOC			Liens			Liens			HELOC
Fair value of retained interests	$	139,676		$	222		$	3,058		$	204,257		$	259		$	3,232
Weighted average life (in years)		4.0			2.9			2.8			4.5			2.4			2.5
Annual prepayment rate		20.8	%		26.0	%		27.5	%		19.3	%		33.0	%		30.3	%
Impact on fair value of 10% adverse change	$	(7,218	)	$	(14	)	$	(190	)	$	(9,445	)	$	(15	)	$	(238	)
Impact on fair value of 20% adverse change		(13,794	)		(27	)		(365	)		(18,122	)		(28	)		(456	)
Annual discount rate on servicing cash flows		11.8	%		14.0	%		18.0	%		11.6	%		14.0	%		18.0	%
Impact on fair value of 10% adverse change	$	(3,939	)	$	(6	)	$	(95	)	$	(5,934	)	$	(5	)	$	(97	)
Impact on fair value of 20% adverse change		(7,638	)		(12	)		(184	)		(11,484	)		(10	)		(188	)
Annual cost to service (per loan) (a)	$	116		$	50		$	50		$	120		$	50		$	50
Impact on fair value of 10% adverse change		(3,303	)		(5	)		(49	)		(4,909	)		(5	)		(52	)
Impact on fair value of 20% adverse change		(6,585	)		(10	)		(98	)		(9,790	)		(10	)		(104	)
Annual earnings on escrow		1.4	%		—			—			1.4	%		—			—
Impact on fair value of 10% adverse change	$	(1,127	)		—			—		$	(2,283	)		—			—
Impact on fair value of 20% adverse change		(2,255	)		—			—			(4,567	)		—			—

(a)	Amounts represent market participant based assumptions.

The sensitivity of the fair value of other retained interests to immediate 10 percent and 20 percent adverse changes in assumptions on March 31, 2012 and 2011, are as follows:


	March 31, 2012						March 31, 2011
	Excess						Excess
	Interest			Certificated			Interest			Certificated
(Dollars in thousands)	IO			PO			IO			PO
Fair value of retained interests	$	17,124		$	7,229		$	25,131		$	8,791
Weighted average life (in years)		4.0			3.2			4.8			5.1
Annual prepayment rate		18.6	%		24.7	%		16.0	%		23.0	%
Impact on fair value of 10% adverse change	$	(758	)	$	(315	)	$	(1,038	)	$	(328	)
Impact on fair value of 20% adverse change		(1,462	)		(661	)		(2,011	)		(643	)
Annual discount rate on residual cash flows		13.4	%		19.1	%		13.0	%		20.6	%
Impact on fair value of 10% adverse change	$	(675	)	$	(245	)	$	(1,063	)	$	(491	)
Impact on fair value of 20% adverse change		(1,294	)		(470	)		(2,033	)		(987	)

These sensitivities are hypothetical and should not be considered predictive of future performance. As the figures indicate, changes in fair value based on a 10 percent variation in assumptions cannot necessarily be extrapolated because the relationship between the change in assumption and the change in fair value may not be linear. Also, the effect on the fair value of the retained interest caused by a particular assumption variation is calculated independently from all other assumption changes. In reality, changes in one factor may result in changes in another, which might magnify or mitigate the sensitivities. Furthermore, the estimated fair values, as disclosed, should not be considered indicative of future earnings on these assets.

Prepayment rates and credit spreads (part of the discount rate) are significant unobservable inputs used in the fair value measurement of FHN's MSR and excess interest IO. Cost to service and earnings on escrow are additional unobservable inputs included in the valuation of MSR. Increases in prepayment rates, credit spreads and costs to service in isolation would result in significantly lower fair value measurements for the associated assets. Conversely, decreases in prepayment rates, credit spreads and costs to service in isolation would result in significantly higher fair value measurements for the associated assets. An increase/(decrease) in earnings on escrow in isolation would be accompanied by an increase /(decrease) in the value of the related MSR. Generally, when market interest rates decline and other factors favorable to prepayments occur, there is a corresponding increase in prepayment rates as customers are expected to refinance existing mortgages under more favorable interest rate terms. Generally, changes in discount rates directionally mirror the changes in market interest rates.

The MSR Hedging Committee reviews the overall assessment of the estimated fair value of MSR and excess interests monthly and is responsible for approving the critical assumptions used by management to determine the estimated fair value of FHN's retained interests. In addition, this committee reviews the source of significant changes to the carrying values each quarter and is responsible for current hedges and approving hedging strategies.

FHN also engages in a process referred to as "price discovery" on a quarterly basis to assess the reasonableness of the estimated fair value of retained interests. Price discovery is conducted through a process of obtaining the following information: (1) quarterly informal (and an annual formal) valuation of the servicing portfolio by prominent independent mortgage-servicing brokers and (2) a collection of surveys and benchmarking data made available by independent third parties that include peer participants in the mortgage banking business. Although there is no single source of market information that can be relied upon to assess the fair value of MSR or excess interests, FHN reviews all information obtained during price discovery to determine whether the estimated fair value of MSR is reasonable when compared to market information. FHN determined that the MSR and excess interests valuations and assumptions in first quarter 2012 and 2011 were reasonable based on the price discovery process.

For the three months ended March 31, 2012 and 2011, cash flows received and paid related to loan sales and securitizations were as follows:


(Dollars in thousands)	March 31,2012		March 31, 2011
Proceeds from initial sales	$	54,296	$	139,202
Servicing fees retained ^(a)		17,732		21,492
Purchases of GNMA guaranteed mortgages		35,031		22,207
Purchases of previously transferred financial assets^(b)		66,799		53,192
Other cash flows received on retained interests		1,664		2,229

(a)	Includes servicing fees on MSR associated with loan sales and purchased MSR.

(b)	Includes repurchases of both delinquent and performing loans, foreclosed assets, and make-whole payments for economic losses incurred by purchaser. Also includes buyouts from GSEs in order to facilitate foreclosures.

The principal amount of loans transferred through loan sales and securitizations and other loans managed with them, the principal amount of delinquent loans, and the net credit losses during first quarter 2012 and 2011 are as follows:


	Principal Amount of Residential Real Estate Loans (a) (b) (c)				Net Credit Losses (c)
(Dollars in thousands)					Net Credit Losses (c)
	On March 31				Three Months Ended March 31
	2012		2011		2012		2011
Total loans managed or transferred	$	17,396,233	$	20,437,618	$	116,486	$	128,349

(a)

Amounts represent real estate residential loans in FHN's portfolio, held-for-sale, and loans that have been transferred in proprietary securitizations and whole loan sales in which FHN has a retained interest other than servicing rights. Also includes $7.5 billion and $9.4 billion of loans transferred to GSEs with any type of retained interest on March 31, 2012 and 2011, respectively.

(b)	On March 31, 2012 and 2011, includes $.8 billion and $.9 billion, respectively, where the principal amount is 90 days or more past due, or nonaccrual. Included in these amounts are $40.0 million and $37.9 million of GNMA guaranteed mortgages on March 31, 2012 and 2011, respectively.

(c)	No delinquency or net credit loss data is provided for the loans transferred to FNMA or FHLMC because these agencies retain credit risk. See Note 9—Contingencies and Other Disclosures for discussion related to repurchase obligations for loans transferred to GSE's or private investors.